Board Resolution Format Yes Bank

INSTITUTIONAL CORPORATE RESOLUTION & BANKING MANDATE

Document ID: CR-YB-2023-V1.0
Effective Date: [Effective Date]
Governing Jurisdiction: [State / Country of Incorporation]
Target Banking Institution: Yes Bank Limited

---

1. STATUTORY & LEGAL COMPLIANCE NOTICE

Clinical Disclaimer: This institutional document template is drafted to reflect standard corporate governance requirements for establishing, modifying, or authorizing banking relationships, specifically regarding Yes Bank Limited. Corporate legal counsel must ensure that all bracketed variables match the exact constitutional documents of [Company Full Legal Name] (including the Articles of Incorporation, Bylaws, or Articles of Association). Local jurisdictional laws and Yes Bank’s specific institutional onboarding protocols may require supplementary annexures, specimen signature verifications, or localized Know-Your-Customer (KYC) documentation. Use of this template without proper adaptation to internal corporate bylaws and banking counterparty requirements may result in administrative rejection or unenforceability.

---

2. PARTIES & RECITALS

THIS BOARD RESOLUTION is passed by the Board of Directors of [Company Full Legal Name], a [Jurisdiction of Incorporation] corporation having its principal place of business at [Principal Address] (hereinafter referred to as the "Company"), on [Effective Date].

WHEREAS, the Company desires to establish, maintain, and operate corporate banking, credit, trade finance, treasury, and cash management facilities with Yes Bank Limited (hereinafter referred to as the "Bank");

WHEREAS, the Board of Directors has reviewed the operational and financial requirements of the Company and determined that entering into banking relationships with the Bank is in the best commercial interests of the Company; and

WHEREAS, the Board of Directors possesses the requisite power and authority under its constitutive documents to authorize specific officers and agents to act on behalf of the Company in executing all necessary banking documentation up to an aggregate facility limit of [Amount in USD].

---

3. EXHAUSTIVE OPERATIVE CLAUSES & CORPORATE RESOLUTIONS

SECTION 1: APPROVAL OF BANKING RELATIONSHIP AND FACILITIES

1.1 Establishment of Accounts: IT IS RESOLVED, that the Company is hereby authorized to establish and maintain one or more current, savings, deposit, foreign currency, or specialized accounts with the Bank at any of its branches or offices (the "Accounts").

1.2 Credit and Trade Facilities: IT IS FURTHER RESOLVED, that the Company is authorized to apply for, negotiate, accept, and utilize various credit facilities, working capital limits, term loans, letter of credit (LC) facilities, bank guarantees (BG), foreign exchange contracts, and cash management services (collectively, the "Facilities") from the Bank, up to a maximum aggregate principal amount not to exceed [Amount in USD], upon such terms and conditions as the Authorized Signatories may deem fit and proper.

SECTION 2: DESIGNATION OF AUTHORIZED SIGNATORIES

2.1 Mandate and Operations: IT IS RESOLVED, that the operational control, execution of banking instruments, and operation of the Accounts and Facilities shall be conducted by the following officers, directors, or designated agents of the Company (each, an "Authorized Signatory"):

• Name: [Authorized Signatory 1 Name] | Title: [Title / Role] | Signing Mode: [Sole / Joint]
• Name: [Authorized Signatory 2 Name] | Title: [Title / Role] | Signing Mode: [Sole / Joint]

2.2 Scope of Authority: IT IS FURTHER RESOLVED, that the Authorized Signatories are hereby jointly or severally (as designated above) authorized and empowered, in the name and on behalf of the Company, to: a. Sign, execute, and deliver account opening forms, master service agreements, facility agreements, promissory notes, hypothecation deeds, pledge agreements, and any other security documents required by the Bank; b. Draw, accept, endorse, discount, or execute cheques, drafts, bills of exchange, electronic fund transfers (ACH, Wire, RTGS, NEFT, SWIFT), and payment instructions drawn on or payable through the Bank; c. Issue instructions for the purchase, sale, or trading of foreign exchange, derivatives, and treasury products; and d. Deliver, modify, or cancel standing instructions, digital banking credentials, and corporate card programs.

SECTION 3: DIGITAL BANKING AND ELECTRONIC CHANNELS

3.1 Electronic Mandates: IT IS RESOLVED, that the Company approves the utilization of the Bank’s corporate internet banking, mobile banking platforms, API integrations, and electronic data interchange (EDI) systems.

3.2 Security Procedures: IT IS FURTHER RESOLVED, that the Company acknowledges and agrees to be bound by the Bank’s terms and conditions governing electronic banking, security procedures, two-factor authentication (2FA), tokens, and digital signatures. Any transaction initiated through the digital credentials assigned to the Authorized Signatories shall be conclusively deemed to be authorized by the Company and legally binding upon it.

SECTION 4: PLEDGE, HYPOTHECATION, AND SECURITY CREATION

4.1 Security Interest: IT IS RESOLVED, that to secure the repayment of any credit facilities, loans, or overdrafts extended by the Bank, the Company is authorized to pledge, mortgage, hypothecate, or encumber its present and future moveable assets, book debts, receivables, inventory, plant, machinery, and immovable properties in favor of the Bank.

4.2 Execution of Security Documents: IT IS FURTHER RESOLVED, that any Authorized Signatory is hereby authorized to execute perfection documents, debenture trust deeds, charges, financing statements, and guarantees required to perfect the Bank’s security interest under applicable law.

SECTION 5: RATIFICATION OF PRIOR ACTS

5.1 Retrospective Validity: IT IS RESOLVED, that all acts, deeds, and things heretofore done, executed, or performed by any director, officer, or agent of the Company in connection with the opening of any Account, negotiation of Facilities, or execution of preliminary documentation with the Bank prior to the date of this Resolution are hereby ratified, confirmed, and approved as the official acts and deeds of the Company.

SECTION 6: CERTIFICATION AND COMMUNICATION TO THE BANK

6.1 Delivery of Specimen Signatures: IT IS RESOLVED, that the Corporate Secretary or a Director of the Company is hereby authorized and directed to prepare and certify a true copy of these Resolutions, along with the specimen signatures of the Authorized Signatories, and to deliver the same to the Bank.

6.2 Binding Nature of Notice: IT IS FURTHER RESOLVED, that the Bank shall be entitled to rely upon this Resolution and the incumbency certificate provided herewith until such time as the Bank receives written notice of revocation or modification duly executed by an authorized officer of the Company.

---

4. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the undersigned, being the designated Corporate Secretary and Directors of [Company Full Legal Name], have executed this Resolution as of the Effective Date.

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role - e.g., Managing Director / CEO]
Company: [Company Full Legal Name]
Date: [Date]

Signature: _____________________________________
Printed Name: [Second Director / Secretary Name]
Title: [Title / Role - e.g., Company Secretary / Director]
Company: [Company Full Legal Name]
Date: [Date]

---

5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Customization: Open this document in Microsoft Word or Google Docs. Replace all bracketed text (e.g., [Company Full Legal Name], [Amount in USD], [Effective Date]) with precise, verified corporate data. Ensure the spelling of directors' names matches their official government-issued identification documents.
2. Board Approval Procedure: Convene a meeting of the Board of Directors of the Company in accordance with the Company’s Articles of Association/Bylaws. Pass this resolution unanimously or by the required statutory quorum. Record the passing of this resolution in the official corporate minute book.
3. Signatory Verification: Ensure that all Authorized Signatories listed in Section 2 sign the designated signature block and complete the Bank’s separate Specimen Signature Card (KYC form) matching these exact signatures.
4. Digital Execution (Optional): If executing via digital signature platforms (DocuSign, Adobe Sign), route this document to the Corporate Secretary and Directors. Ensure audit trail generation is enabled to record IP addresses and timestamps.
5. Filing & Bank Submission: Submit the fully executed institutional resolution, along with a Certified True Copy (CTC) of the Board Minutes, Certificate of Incorporation, and Ultimate Beneficial Ownership (UBO) declarations, directly to Yes Bank Limited’s corporate relationship manager or designated branch operations desk.
6. Record Retention: Retain the original executed resolution and proof of submission in the Company’s permanent legal and secretarial records vault for a minimum of seven (7) years following the closure of the banking relationship.